RULES OF ASSOCIATION

 VICTORIAN PLANNING AND ENVIRONMENTAL LAW ASSOCIATION INCORPORATED

RULES REVISION  - Amended 16 June 2016

1. NAMING

The name of the incorporated association is VICTORIAN PLANNING AND ENVIRONMENTAL LAW ASSOCIATION INCORPORATED (in these rules called the “association”). Unless the committee otherwise resolves, the registered address of the association will be the office of the association.

2. OBJECTS OF THE ASSOCIATION

The objects of the association are to: (a)   advance public knowledge and understanding of policy, law and practice in the fields of planning and environment, the practices of public authorities administering planning and environment policy and laws, the development of policy in relation to planning and environment matters, and the attitude of Governments to the fields of planning and environment: (b)   advance education in the fields of planning and environment policy, law and practice; (c)   encourage and facilitate the study of planning and environment policy, law and practice; (d)   encourage research into the reform of planning and environment policy, law and practice; and (e)   disseminate information concerning the work of the association. The income and property of the association must be applied solely to promote the objects of the association.

3. NOT FOR PROFIT ORGANISATION

(1) The association must not distribute any surplus, income or assets directly or indirectly to its members. (2) Sub-clause 1 does not prevent the association from paying its members: (a) reimbursement for expenses properly incurred by them, and (b) for goods supplied and services provided by them,if this is done in good faith on terms no more favourable than if the member were not a member.

4. INTERPRETATION

(1) In these rules, unless the contrary intention appears: “Absolute majority”, of the committee, means a majority of the committee members currently holding office and entitled to vote at the time (as distinct from a majority of committee members present at a committee meeting). “Committee” means the Committee of Management of the association. “Financial year” means the year ending on 30 June. “General Meeting” means a general meeting of members convened in accordance with rule 12. “Member” means a member of the association. “Membership Officer” means such person as is nominated by the committee to administer applications for membership of the association. “Secretary” means such person as is elected by the committee to be the secretary of the association. “The Act” means the Associations Incorporation Reform Act 2012. “The Regulations” means Regulations under the Act. “Deemed election” means an election under rule 17(5) of persons to the committee where the number of candidates does not exceed the number of vacancies to be filled on the committee in any one year. “General election” means any election of persons to the committee consequent to rule 17(6). “Returning officer” means the person conducting the general election consequent to and in accordance with rule 17(7). “Written notice” includes emails and documents sent electronically. (2) Words or expressions contained in these rules must be interpreted in accordance with the provisions of the Interpretation of Legislation Act 1984 as in force from time to time.

5. MEMBERSHIP

(1) Subject to these rules a natural person who has applied for and been approved for membership as provided in these rules is eligible to be a member of the association on payment of any entrance fee and annual subscription payable under these rules. The categories of membership of the association are:
  • Fully qualified member
  • Student member
  • Young Professional
  • Special member
  • Life member
  • Fellow
  • Honorary member
A person admitted into membership by any of these categories will be known as a member of the association and entitled to the rights of membership and be subject to these rules. (2) The following people will be eligible to be members of the association and, unless the context otherwise requires, reference to “Member” in these Rules includes each: (a) fully qualified member being a person who in the opinion of the committee holds suitable academic qualifications or professional experience to warrant admission; (b) student member who is in either full-time or part-time study in an educational course which, upon completion, would make the person eligible for membership; (c) young professional member being a person who joins the association within 5 years of obtaining suitable academic qualifications to make the person eligible to be a fully qualified member; (d) special member being a person who is not professionally qualified but who has special skills, attributes or experience which, in the opinion of the committee, would be of benefit to the association; (e) a life member being a person who has been nominated in writing by 2 members who are either life members, fellows, or members of the committee and who has made an outstanding contribution to the activities of the association and who is approved by the committee; (f) a fellow being a person with at least 15 years suitable experience who has been nominated in writing by 2 members who are either fellows of the association or members of the committee on the basis of significant contributions to the association and who is approved by the committee; (g) honorary member being a person nominated by the president and two members of the committee and who has made or is likely to make a significant contribution to the advancement of the association and who is approved by the committee. Honorary membership may be conferred for such time as the committee may determine. (3) A person wishing to join the association must submit an application in writing on the form approved by the committee. (4) An application for membership of the association: (a) must be signed by the applicant and be supported by a proposer and a seconder who are members of the association, and (b) must be lodged with the secretary or delegate or the membership officer. (5) As soon as is practicable after the receipt of an application, the secretary or delegate or membership officer must refer the application to the committee. (6) Upon an application being referred to the committee, the committee must decide whether to approve or reject the application upon considering the eligibility of the applicant and determining that the applicant is of good character. (7) In the event that the committee determines to refuse an application for membership, as soon as practicable thereafter the secretary is to advise the applicant of that decision. (8) The committee is not required to give any reason for the refusal of an application for membership. (9) Upon an application being approved by the committee, with as little delay as possible, the applicant is to be notified of the decision and requested to pay any joining fee and the appropriate subscription within 28 days of the notification. (10) Upon payment of any amount required to be paid under sub-clause 9, the applicant’s name is to be entered in the register of members of the association and, upon the name being so entered, the applicant becomes a member of the association. (11) A right, privilege, or obligation of a person by reason of his membership of the association: (a) is not capable of being transferred or transmitted to another person; and (b) terminates upon the cessation of his membership by death or resignation or otherwise.

6. RIGHTS OF MEMBERS

(1) Each member of the association is entitled:
  • To receive copies of all periodicals, circulars and other material produced by or on behalf of
the association, except where otherwise determined by the committee;
  • To receive notice of meetings of members held under these rules;
  • To attend all general meetings of members;
  • When financial, to vote under the rules and exercise all rights of a member at a general meeting;
  • To exercise all other rights of membership set out in these rules except for the exceptions as set out in the rules relating to student and honorary members;
  • To submit notice of matters affecting the member's interest to the committee for consideration.
(2) A member who is unfinancial may not exercise any of the rights of membership. (3) A member who is a student member or an honorary member:
  • may not nominate a person to be a member of the association;
  • may not stand for election;
  • may not nominate candidates for election;
  • may not vote in an election;
  • may not requisition a general meeting;
  • may not call for a poll at a general meeting
  • may not vote at the annual general meeting.
(4) Nothing in these rules prohibits the:
  • remuneration of members in good faith for any services actually rendered to the association;
  • payment of expenses incurred on behalf of the association;
  • bestowing of any financial benefit on a member which in the opinion of the committee is
  • warranted as an award or as a subsidy.

7. JOINING FEE AND ANNUAL SUBSCRIPTION

(1) The joining fee, if any, must be determined from time to time by resolution of the committee. (2) The annual subscription for membership must be determined annually by the committee at or before the last meeting before the commencement of the financial year. The fee may recognise the category of membership and any other special circumstance that the committee may determine. (3) The annual subscription is payable in advance on or before the 1st day of July in each year. New members elected after the 31st December in any financial year may only be called upon to pay half the annual subscription for that year. (4) Any member who is more than 9 months in arrears and who fails to give an explanation acceptable to the committee will cease to be a member. (5) Before terminating a membership under sub clause 4, the committee must ask the member to provide within 21 days an explanation of the failure to pay. If no explanation is provided or in the opinion of the committee the explanation warrants, the membership is terminated forthwith and the name removed from the register of members.

8. REGISTER OF MEMBERS

(1) The secretary must keep and maintain a register of members that includes: (a) for each current member—
  • the member's name;
  • the address for notice last given by the member;
  • the date of becoming a member;
  • if the member is an associate member, a note to that effect;
  • any other information determined by the Committee; and
(b) for each former member—
  • the member's name;
  • the date of ceasing to be a member.
(2) Any member may, at a reasonable time and free of charge, inspect the register of members. Note: Under section 59 of the Act, access to the personal information of a person recorded in the register of members may be restricted in certain circumstances. Section 58 of the Act provides that it is an offence to make improper use of information about a person obtained from the Register of Members. (3) No copy of the register can be taken in any form by any member.

9. RESIGNATION OF A MEMBER

(1) A member may resign by notice in writing given to the association. (2) A member is taken to have resigned if: (a) the member's annual subscription is more than 9 months in arrears; or (b) where no annual subscription is payable — (i) the secretary has made a written request to the member to confirm that he or she wishes to remain a member; and (ii) the member has not, within 3 months after receiving that request, confirmed in writing that he or she wishes to remain a member.

10. DISCIPLINE OF A MEMBER

(1) Subject to these rules, if the committee is of the opinion that the member has refused or neglected to comply with these rules, or has been guilty of conduct unbecoming a member or prejudicial to the interests of the association, the committee may by resolution: (a) expel a member from the association; (b) suspend a member from membership of the association for a specified period; or (c) fine a member in accordance with the Regulations. (2) A resolution of the committee under subclause 1: (a) does not take effect unless the committee, at a meeting held not earlier than 14 and not later than 28 days after the service on the member of a notice under subclause 3 confirms the resolution in accordance with this clause; and (b) where the member exercises a right of appeal to the association under this clause, does not take effect unless the association confirms the resolution in accordance with this clause. (3) Where the committee passes a resolution under sub-clause 1, the secretary must, as soon as practicable, cause to be served on the member a notice in writing: (a) setting out the resolution of the committee and the grounds on which it is based; (b) stating that the member may address the committee at the meeting to be held not earlier than 14 and not later than 28 days after service of the notice; (c) stating the date, place and time of that meeting; (d) informing the member that he or she may do one or more of the following: (i) attend that meeting; (ii) give to the committee before the date of that meeting a written statement seeking the revocation of the resolution; and (iii) not later than 24 hours before the date of the meeting, lodge with the secretary a notice to the effect that he or she wishes to appeal to the association in general meeting against the resolution. (4) At a meeting of the committee held in accordance with sub-clause 2 the committee: (a) must give to the member the opportunity to be heard; (b) must give due consideration to any written statement submitted by the member; and (c) must by resolution determine whether to confirm or to revoke the resolution. (5) Where the secretary receives a notice under sub-paragraph 3(d) (iii), he or she must notify the committee and the committee must convene a general meeting of the association to be held within 21 days after the date on which the secretary received the notice. (6) At a general meeting of the association convened under sub-clause 5: (a) no business other than the question of the appeal can be transacted; 6 (b) the committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; (c) the member must be given an opportunity to be heard; and (d) the members present must vote by secret ballot on the question whether the resolution should be confirmed or revoked. (7) If at the general meeting: (a) two-thirds of the votes of members present at the meeting are in favour of the confirmation of the resolution, the resolution is confirmed; and (b) in any other case, the resolution is revoked. (8) In this rule, “the committee” includes a subcommittee appointed by the committee and delegated power to act on behalf of the committee under this rule. The subcommittee may consist of persons who are not members of the association. Each of the members of the subcommittee must not be biased against, or in favour of, the member subject to disciplinary action. (9) The committee must appoint a subcommittee and delegate its powers to it under sub-clause 8 if any member of the committee is biased against, or in favour of, the member subject to disciplinary action.

10A. GRIEVANCE PROCEDURE

(1) The grievance procedure set out in this rule applies to disputes under these rules between: (a) a member and another member; (b) a member and the committee; (c) a member and the association. (2) A member must not initiate a grievance procedure in relation to a matter that is the subject of disciplinary action under rule 10 until the disciplinary action has been completed. (3) The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party. (4) If the parties to a dispute are unable to resolve the dispute between themselves within the time required by sub-clause 3, the parties must within 10 days: (a) notify the committee of the dispute; and (b) agree to or request the appointment of a mediator; and (c) attempt in good faith to settle the dispute by mediation. (5) The mediator must be: (a) a person chosen by agreement between the parties; or (b) in the absence of agreement, a person appointed by the committee. (6) The mediator may be a member or former member of the association but in any case must not be a person who: (a) has a personal interest in the dispute; or (b) is biased in favour of or against any party. (7) The mediator to the dispute, in conducting the mediation, must: (a) give each party every opportunity to be heard; and (b) allow due consideration by all parties of any written statement submitted by any party; and (c) ensure that natural justice is accorded to the parties throughout the mediation process. (8) The mediator must not determine the dispute. If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.  

11. ANNUAL GENERAL MEETING

(1) The committee must convene an annual general meeting of the Association to be held within 5 months after the end of each financial year. (2) The committee may determine the date, time and place of the annual general meeting. (3) The ordinary business of the annual general meeting is as follows: (a) to confirm the minutes of the previous annual general meeting and of any special general meeting held since then; (b) to receive and consider— (i) the annual report of the committee on the activities of the Association during the preceding financial year; and (ii) the financial statements of the association for the preceding financial year submitted by the committee in accordance with Part 7 of the Act; (c) to elect the members of the committee; (d) to confirm or vary the amounts (if any) of the annual subscription and joining fee. (4) The annual general meeting may also conduct any other business of which notice has been given in accordance with these Rules.

12. GENERAL MEETINGS

(1) Other than the annual general meeting, all meetings of the association will be called general meetings. (2) The committee may, whenever it thinks fit, convene a general meeting of the association. (3) The committee must, on the requisition in writing of members representing not less than 5 percent of the total number of members, convene a general meeting of the association. (4) The requisition for a general meeting must state the objects of the meeting and must be signed by the members making the requisition and be sent to the registered address of the association. The request may consist of several documents in a like form, each signed by one or more of the members making the requisition. (5) If the committee does not cause a general meeting to be held within one month after the date on which the requisition is sent to the registered address of the association, the members making the requisition, or any of them, may convene a general meeting to be held no later than three months after that date. (6) A general meeting convened by the members in pursuance of these rules must be convened in the same manner as nearly as possible as that in which those meetings are convened by the committee and all reasonable expenses incurred in convening the meeting may be refunded by the association to the persons incurring the expenses upon the submission of a claim.

13. NOTICE OF GENERAL MEETINGS

(1) The secretary (or, in the case of a special general meeting convened under rule 12(5), the members convening the meeting) must give to each member of the association: (a) at least 21 days' notice of a general meeting if a special resolution is to be proposed at the meeting; or (b) at least 14 days' notice of a general meeting in any other case. (2) The notice must: (a) specify the date, time and place of the meeting; and (b) indicate the general nature of each item of business to be considered at the meeting; and (c) if a special resolution is to be proposed— (i) state in full the proposed resolution; and (ii) state the intention to propose the resolution as a special resolution.

14. PROCEEDINGS AT MEETINGS

(1) All business that is transacted at a general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to in these rules as being the ordinary business of the annual general meeting is deemed to be special business. (2) No item of business is to be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time when the meeting is considering that item. (3) Thirty members personally present (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting. (4) If a quorum is not present within a half hour after the appointed time for the commencement of a general meeting, the meeting must stand adjourned to the same day in the next week at the same time and at the same place. The chairman at the time of the adjournment or by written notice to members given before the next meeting day may specify another venue. (5) If at the adjourned general meeting a quorum is not present within half an hour after the time appointed for commencement the members present (being not less than 20) constitute a quorum. (6) At a general meeting initiated by the members under these rules, if a quorum is not present within a half hour after the appointed time for the commencement of the general meeting, the meeting must be dissolved. (7) A member who is not physically present at a meeting may participate in the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other. (8) For the purposes of this Rule, a member participating in a meeting as permitted under subclause 7 is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person. (9) The president, or in the absence of the president, a vice president, is to preside as chair at each general meeting of the association. (10) If the president and both vice-presidents are absent from a general meeting, the members present must elect one of their number to preside as chair at the meeting. (11) The chair of a general meeting at which a quorum is present may, with the consent of the meeting adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place. (12) Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting must be given as in the case of the general meeting. (13) Except as provided in this rule, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

15. VOTING

(1) A question arising at a general meeting of the association is to be determined on a show of hands unless a poll is demanded in accordance with sub-clause (5) of this rule. On a show of hands, a declaration by the chair that the resolution has been carried or carried unanimously or carried by a particular majority or lost, is sufficient of the fact and an entry to that effect is to be made in the Minute Book of the association. (2) Upon any question arising at a general meeting of the association, a member has one vote. (3) All votes must be given personally at the general meeting. There is no voting by proxy. (4) In the case of an equality of voting on a question, the chair of the meeting is entitled to exercise a second or casting vote. (5) If at a meeting a poll on any question is demanded by a member and the call is seconded, the poll must be taken at that meeting in such a manner as the chair may direct and the resolution of the poll is to be deemed to be a resolution of the meeting on that question. (6) A poll that is demanded on the election of a chair or on a question of an adjournment must be taken forthwith and a poll that is demanded on any other question must be taken at such time before the close of the meeting as the chair may direct.

16. THE COMMITTEE

(1) The affairs of the association must be managed by a Committee of Management constituted as provided in these rules. (2) The committee: (a) must control and manage the business and affairs of the association; (b) may, subject to these rules, the regulations and the Act, exercise all such powers and functions as may be exercised by the association other than those powers and functions that are required by these rules to be exercised by general meetings of the members of the association; and (c) subject to these rules, the regulations and the Act, has power to perform all such acts and things as appears to the committee to be essential to, and for the proper management of, the business and affairs of the association. (3) The committee will consist of 16 members including the officers of the association. (4) In 2013 and every three years after, six members of the committee will be elected. In all other years, five members of the committee will be elected. (5) All members of the committee are elected in accordance with these rules and hold office until the conclusion of the Annual General Meeting three years after the date of election. (6) A member of the committee whose term has expired under these rules is eligible for re-election. (7) In the event of a casual vacancy occurring on the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed will hold office, subject to these rules, until the conclusion of the Annual General Meeting next following the date of the appointment. (8) The committee must, from its members, at its first meeting after each annual general meeting elect the officers of the association who will be: (a) a president; (b) at least one and no more than two vice-presidents; (c) a treasurer, and (d) a secretary. (9) The provisions of these rules so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in these rules. (10) Each officer of the association will, subject to these rules, hold office until the conclusion of the annual general meeting next after the date of being elected but is eligible for reappointment. (11) In the event of a casual vacancy in any office referred to in these rules, the committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of the appointment.

17. ELECTION OF COMMITTEE

(1) Election of committee: (a) A general election will be held in every year for the number of committee positions specified in rule 16(4) not more than 7 days before the annual general meeting. (b) The date of the election is to be set by the committee. (c) Unless otherwise determined by the committee, the election must be conducted by postal vote. (d) The election is to be conducted as a secret ballot. (2) Eligibilities - As provided under these rules, members who are unfinancial or student members or honorary members of the association are not eligible for election, may not nominate candidates and may not vote in a general election. (3) Call for nominations - Not less than 42 days before the date of the annual general meeting, the secretary must cause a notice to be given to all members entitled to vote: (a) calling for nominations for election as committee members, and (b) advising that nominations are to be lodged with the secretary not later than a specified date and time [being not less than 28 days before the date of the election specified in sub clause (c) hereof], and (c) specifying that in the event that a general election is necessary upon the number of nominations exceeding the number of vacancies to be filled on the committee, the date and time for the lodgement of votes. (4) Notice of nomination - Nominations for the committee must be: (a) in writing and signed by at least 2 members, and (b) signed with the consent of the nominee to the nomination, and (c) received at the office of the association no later than the nominated time on the nominated date as specified in these rules. (5) Deemed election - If at the date and time for the closing of nominations the number of nominations for election does not exceed the number of vacancies to be filled, the secretary will declare the nominees to be elected. The secretary will report the result to the next annual general meeting and those persons will take office from the conclusion of the annual general meeting. (6) General election - If at the date and time for the closing of nominations the number of nominations for election exceeds the number of vacancies to be filled, the secretary must conduct a general election in accordance with these rules. (7) Returning officer - In the event that a general election is required, unless the committee directs otherwise, the secretary of the association will assume a role as returning officer to conduct the election. The returning officer will appoint other people including a deputy returning officer necessary for the counting of votes no later than 3 days after the closing of nominations. In the absence of the returning officer, the deputy returning officer has the same powers. (8) Ballot - In the event that a general election is required, then at least 21 days before the date of the election the returning officer must cause a ballot paper to be provided to each member of the association. The ballot paper must contain the following information as well as any other information that the committee may direct: (a) the closing date and time for the return of ballot papers; (b) the number of committee positions vacant and being voted for; (c) the given names and surname of each candidate; (d) a box opposite the name of each candidate; (e) the following direction consistent with sub clause 11:- "Method of voting and counting votes A voter must vote for the required number of positions to be filled by marking the ballot paper with a tick or a cross in the box opposite the name of the candidate for whom he or she votes. A tick or a cross in a box opposite a name will count as one vote for that candidate. Candidates will be elected in accordance with the number of votes they receive with the first candidate elected being the candidate receiving the highest number of votes. In the case of equality of votes between candidates, where necessary the person or persons elected will be determined by lot conducted by the returning officer. Any ballot paper which is not completed as required or not received at the office of the association by the specified date and time will not be counted.” (9) Order on ballot paper - The order in which candidates appear on the ballot paper referred to in sub clause 8 will be determined by lot conducted by the returning officer. (10) Eligibility to vote - A notice must be attached to the ballot paper containing the name of the member and signature of the member declaring that the member is eligible to vote under the rules. The notice must contain the following declaration as well as any other information that the committee may direct: “Member’s declaration under Rule 17(2) as to eligibility to vote I, ………………. (name of member) declare that I am not a student member or an honorary member and that no moneys payable by me to the association are outstanding and I am therefore eligible to vote in this general election. Signed ………………. Date …………………” (11) Method of voting: (a) A voter must vote for the required number of positions to be filled by placing a tick or a cross in the box opposite the name of the candidate for whom he or she votes. A tick or a cross in a box opposite a name will count as one vote for that candidate. (b) Candidates will be elected in accordance with the number of votes they receive with the first candidate elected being the candidate receiving the highest number of votes. In the case of equality of votes between candidates, where necessary the person or persons elected will be determined by lot conducted by the returning officer. (c) Any ballot not received at the office of the association within the specified time or which is incomplete or which is declared unsatisfactory by the returning officer will not be counted. (12) Secret ballot - In order to conduct the election as a secret ballot, the ballot paper may be returned in an envelope with the necessary declaration under sub clause 10 of the eligibility of the voter separately attached for verification by the returning officer. (13) Closing of ballot - The ballot will close on the date and time specified in the notice sent to members in accordance with sub clause (8). The returning officer, in accordance with sub clause 14, will count and record in writing the number of votes for each candidate. (14) Conduct of the poll No later than the day before the close of the ballot the returning officer will nominate and cause to be published the date, time and place for the opening of the ballot envelopes and in accordance with those details count the votes. (15) Scrutineers Any candidate may by written notice to the secretary given at least 2 days before the close of the ballot, and at the candidate's own expense, appoint a scrutineer to be present at the counting of the votes. Such scrutineer will be given written notice by the returning officer or the deputy returning officer of the date, time and place for the conduct of the poll. (16) Conclusiveness of ballot The decision of the returning officer as to the admission or rejection of any vote is final and conclusive. (17) Declaration of result Upon completion of the count the returning officer will complete a written declaration of the result ofthe ballot showing details of the voting. The declaration must be signed by the returning officer and forwarded to the secretary to announce the result of the ballot at the next annual general meeting. (18) Taking office Those persons elected to the committee will take and hold office in accordance with the rules from the conclusion of the next annual general meeting. (19) Provision of ballot papers Without limiting rule 34, ballot papers may be sent to members by post, email or made available to members to download from the association website or any combination of these means. (20) Retention of ballot papers For a period of 60 days after the announcement of the election, the secretary will cause to be retained in safe keeping all ballot papers received and permit inspection of them by any person at a convenient time and place upon the written order of the president. Such ballot papers may then be destroyed by the secretary unless the committee otherwise orders.

18. REMOVAL FROM AND VACATION OF OFFICE

(1) A member of the committee of an incorporated association must retire, and may be removed from office, as provided in the rules of the association. (2) A member of the committee of an incorporated association vacates office in the circumstances (if any) provided in the rules of the association and in any of the following circumstances: (a) the member resigns his or her office by written notice addressed to the committee; (b) the member of the committee is removed from office by special resolution; (c) the member— (i) dies; or (ii) becomes insolvent under administration; or (iii) becomes a represented person under the Guardianship and Administration Act 1986; or (d) in the case of the secretary of the association—the secretary ceases to reside in Australia; (e) a statutory manager is appointed under section 116 of the Act to conduct the affairs of the association. (3) In this section member of the committee of an incorporated association includes the secretary of the association.

19. REMOVAL OF COMMITTEE MEMBER

(1) The association, in a general meeting, may by special resolution remove any member of the committee before the expiration of the term of office of the member and appoint another member to hold office until the expiration of the term of the first-mentioned member. (2) Where the member to whom a proposed resolution referred to in sub-clause 1 makes representations in writing to the secretary or president of the association (such representations not exceeding a reasonable length) and requests that they be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if they are not so sent the member may require that they be read out at the meeting.

20. PROCEDURE OF COMMITTEE

(1) The committee must meet at least three times in each year at such place and times that the committee may determine. (2) Special meetings of the committee may be convened by the president or by any four of the members of the committee. (3) Notice must be given to members of the committee of any special meeting specifying the general nature of the business to be transacted and no other business can be transacted at such a meeting. (4) Six members of the committee, of whom at least one must be an officer of the association, constitute a quorum for the transaction of the business of a meeting of the committee. (5) No business can be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting will stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses. (6) At the meetings of the committee: (a) the president or in the absence of the president a vice-president will preside; or (b) if the president and the vice-presidents are absent, one of the remaining members of the committee as may be chosen by the members present will preside. (7) Questions arising at a meeting of the committee or of any sub-committee appointed by the committee will be determined on a show of hands or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine. (8) Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote. (9) If in the opinion of the President, a matter for consideration of the committee warrants consideration without convening a meeting, the matter may be dealt with by circulating resolution sent electronically to members of the committee. A proposed resolution circulated electronically must be passed by a majority of three quarters of the committee members eligible to vote. (10) Subject to a quorum the committee may act notwithstanding any vacancy on the committee. (11) A committee member who is not physically present at a committee meeting may participate in the meeting by the use of technology that allows that committee member and the committee members present at the meeting to clearly and simultaneously communicate with each other. (12) For the purposes of this Rule, a committee member participating in a committee meeting as permitted under sub-clause 11 is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

21. INDEMNITY OF COMMITTEE AND OFFICE HOLDERS

The association must indemnify each of the committee members and office holders against any liability incurred in good faith by the committee member and office holder in the course of performing his or her duties.

22. CONFLICT OF INTEREST

(1) A committee member who has a material personal interest in a matter being considered at a committee meeting must disclose the nature and extent of that interest to the Committee, and to the next general meeting of the members of the association. (2) The member: (a) must not be present while the matter is being considered at the meeting; and (b) must not vote on the matter. (3) This rule does not apply to a material personal interest: (a) that exists only because the member belongs to a class of persons for whose benefit the association is established; or (b) that the member has in common with all, or a substantial proportion of, the members of the association.

23. NOTICE OF MEETINGS

(1) Notice of each committee meeting must be given to each committee member no later than 7 days before the date of the meeting. (2) Notice may be given of more than one committee meeting at the same time. (3) The notice must state the date, time and place of the meeting. (4) If a special committee meeting is convened, the notice must include the general nature of the business to be conducted. (5) The only business that may be conducted at the meeting is the business for which the meeting is convened.

24. URGENT MEETINGS

(1) In cases of urgency, a meeting can be held without notice being given in accordance with rule 23 provided that as much notice as practicable is given to each committee member by the quickest means practicable. (2) Any resolution made at the meeting must be passed by an absolute majority of the committee. (3) The only business that may be conducted at an urgent meeting is the business for which the meeting is convened.

25. LEAVE OF ABSENCE

(1) The committee may grant a committee member leave of absence from committee meetings for a period not exceeding 12 months. (2) The committee must not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the committee member to seek the leave in advance.

26. SUBCOMMITTEES

(1) The committee may establish one or more subcommittees as it sees fit. (2) Membership of any subcommittee may consist of members of the committee and any member. (3) In carrying out any specific tasks allocated to it, a subcommittee must comply with any restrictions that may be imposed upon it by the committee.

27. EXECUTIVE

(1) The committee may establish a subcommittee called the executive for the administration of the affairs of the association and may delegate to it any powers or responsibilities allocated to the committee under these rules. (2) The executive must consist of the office holders of the association being the president, as many vice presidents as are elected, the secretary, the treasurer and no more than two other members of the committee who will be called executive members.

28. DUTIES OF SECRETARY

(1) The secretary of the association must keep accurate minutes of the resolutions and proceedings of each general meeting and each committee meeting in books provided for that purpose together with a record of the names of persons present at committee meetings. The minutes of general meetings must include a copy of any financial statements submitted at the meeting. (2) The minutes of committee meetings and general meetings of the association must be available for inspection by members upon request during office hours. At the request of a member, a copy of the minutes must be provided to the member within 14 days.

29. DUTIES OF TREASURER

(1) The treasurer of the association: (a) must collect and receive all money due to the association and make all payments authorised by the association; and (b) must keep correct accounts and books showing the financial affairs of the association with full details of all receipts and expenditure connected with the activities of the association. (2) If required under Part 7 of the Act, the treasurer must arrange for the accounts and books to be audited prior to submission to the annual general meeting. (3) The accounts and books referred to in sub-clause 1(b) must be available for inspection by members upon request during office hours.

30. CHEQUES AND NEGOTIABLE INSTRUMENTS

All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed or authorised by two people approved for the purpose by the committee.

31. COMMON SEAL

(1) The common seal of the association must be kept in the custody of the secretary. (2) The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures either of two members of the committee.

32. RULES

(1) The association must make a copy of its rules available for inspection at any reasonable time by a member and provide a copy of the rules at the request of that member. (NOTE: Under the Associations Incorporations Reform Act 2012, model rule 75(3)is deemed to apply regarding making copies of these rules available to members and applicants for membership. When applying Rule 32(1), there must be no charge  for providing a copy of the rules.) (2) The association may, by special resolution at a general meeting, alter these rules. (3) Not less than 21 days notice must be given in accordance with these rules: (a) stating in full the proposed resolution; and (b) specifying the intention to propose the resolution as a special resolution. (4) The special resolution is passed if not less than three quarters of the members attending and voting at the general meeting vote in favour of the resolution. (5) Any alteration of the rules does not take effect until approved by the Registrar of Incorporated Associations.

33. BYLAWS

The committee may make bylaws relating to the conduct of the association or other matters as appropriate. The bylaws are binding on members in the same way as these rules.

34. NOTICES

(1) A notice required under any provision of these rules may be served by or on behalf of the association upon any member either personally or by sending it electronically or by post to the member at the contact address shown in the register of members or any combination of these means. (2) Where a document is properly addressed prepaid and posted to a person as a letter, the document will, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of the post. (3) Where a document is sent electronically to an address that matches the address shown in the register of members at the time of despatch, the document will, unless the contrary is proved, be deemed to have been given to the person on the next business day. (4) Where under these rules, a notice is required to be sent to all members, it is sufficient compliance for the document to be published on the association website. (5) For the purposes of giving notice or for any other reason under these rules, in calculating how many days a particular day is before or after another day, the first mentioned day is counted but not the last.

35. WINDING UP, CANCELLATION AND DISPOSAL OF ASSETS

(1) The association may be wound up voluntarily by special resolution. (2) In the event of the winding up or the cancellation of the incorporation of the association, the surplus assets of the association must not be distributed to any members or former members of the association. (3) Subject to the Act and any court order made under section 133 of the Act, the surplus assets must be given to a body that is charitable at law, has similar purposes  to the association  and which is not carried on for the profit or gain of its individual  members. (4) The body to which the surplus assets are to be given must be decided by special resolution.

36. CUSTODY OF BOOKS

(1) Except as otherwise provided in these rules but in compliance with the Act, the secretary must keep in his or her custody or under his or her control all books, documents and securities of the association. (2) Except as otherwise provided in rules 28(2), 29(3) and 32(1), the books, documents and securities of the association may only be inspected by members if permitted by the committee and subject to any conditions imposed by the committee.

37. SOURCE OF FUNDS

The funds of the association may be derived from joining fees, annual subscriptions, donations, sponsorship, grants, fund-raising events, interest and such other sources as the committee determines. end of rules

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